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FORD MOTOR CREDIT COMPANY
AND
JPMORGAN CHASE BANK, TRUSTEE
(Successor Trustee to Manufacturers Hanover Trust Company)
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SEVENTH SUPPLEMENTAL INDENTURE
Dated as of January 15, 2002
Supplemental to Indenture
Dated as of February 1, 1985 as Supplemented by
a First Supplemental Indenture dated as of April 1, 1986,
a Second Supplemental Indenture dated as of September 1, 1986,
a Third Supplemental Indenture dated as of March 15, 1987,
a Fourth Supplemental Indenture dated as of April 15, 1988,
a Fifth Supplemental Indenture dated as of September 1, 1990
and a Sixth Supplemental Indenture dated as of June 1, 1998
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Unsecured Debt Securities
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SEVENTH SUPPLEMENTAL INDENTURE, dated as of the 15th day of January,
2002 (hereinafter called the "Seventh Supplemental Indenture"), between FORD
MOTOR CREDIT COMPANY, a corporation duly organized and existing under the laws
of the State of Delaware (hereinafter sometimes called the "Company"), and
JPMORGAN CHASE BANK (successor by merger to Manufacturers Hanover Trust
Company), a corporation duly organized and existing under the laws of the State
of New York (hereinafter sometimes called the "Trustee"), as Trustee under the
indenture of the Company, dated as of February 1, 1985, as supplemented by a
First Supplemental Indenture dated as of April 1, 1986, a Second Supplemental
Indenture dated as of September 1, 1986, a Third Supplemental Indenture dated as
of March 15, 1987, a Fourth Supplemental Indenture dated as of April 15, 1988, a
Fifth Supplemental Indenture dated as of September 1, 1990 and a Sixth
Supplemental Indenture dated as of June 1, 1998 (such indenture as so
supplemented is hereinafter called the "Indenture").
RECITALS OF THE COMPANY
WHEREAS, the Indenture provides for the issuance from time to time of
unsecured and unsubordinated debentures, notes or other evidences of
indebtedness of the Company in one or more series in an unlimited aggregate
principal amount;
WHEREAS, the Company desires, pursuant to Section 9.01(5) of the
Indenture, to supplement and amend the Indenture in order to permit the Company
to issue, on and after the date hereof, unsecured and unsubordinated or
subordinated debentures, notes or other evidences of indebtedness (herein called
the "Securities"), which may be convertible into or exchangeable for any
securities of any person (including the Company), to be issued in one or more
series as in the Indenture provided; and
WHEREAS, the Company represents that all acts and things necessary to
constitute these presents a valid indenture and agreement according to its
terms, have been done and performed, and the execution of this Seventh
Supplemental Indenture has in all respects been duly authorized, and the
Company, in the exercise of legal right and power in it vested, is executing
this Seventh Supplemental Indenture;
NOW, THEREFORE,
In consideration of the premises and the sum of One Dollar to it duly
paid by the Trustee at the execution of these presents, the receipt whereof is
hereby acknowledged, the Company covenants and agrees with the Trustee, for the
equal and proportionate benefit of the respective Holders from time to time, on
and after the date hereof, of the Securities (and of the coupons, if any,
appertaining thereto) or of a series thereof, as follows:
ARTICLE ONE
SECTION 1.01. Section 3.01 of the Indenture is hereby amended by
(i) deleting the word "and" at the end of Section 3.01(16);
(ii) redesignating Subsection 3.01(17) as 3.01(18); and
(iii) adding a new Subsection 3.01(17) to read as follows:
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"(17) whether Securities of the series are subject to
subordination and the terms of such subordination; and".
ARTICLE TWO
Miscellaneous Provisions
SECTION 2.01. This Seventh Supplemental Indenture is executed by the
Company, and by the Trustee upon the Company's request, pursuant to the
provisions of Section 9.01 of the Indenture, and the terms and conditions hereof
shall be deemed to be part of the Indenture for all purposes. The Indenture, as
supplemented and amended by this Seventh Supplemental Indenture, is in all
respects hereby adopted, ratified and confirmed.
SECTION 2.02. This Seventh Supplemental Indenture may be executed in
any number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.
SECTION 2.03. The Trustee assumes no responsibility for the correctness
of the recitals herein contained, which shall be taken as the statements of the
Company. The Trustee makes no representations and shall have no responsibility
as to the validity or sufficiency of this Seventh Supplemental Indenture or the
due authorization and execution hereof by the Company.
SECTION 2.04. This Seventh Supplemental Indenture and each Security
(except as provided pursuant to Section 3.01 of the Indenture) shall be deemed
to be a contract made under the laws of the State of New York and for all
purposes shall be construed in accordance with the laws of such state without
regard to the conflicts of law principles.
IN WITNESS WHEREOF, Ford Motor Credit Company has caused this Seventh
Supplemental Indenture to be duly signed and acknowledged by its Chairman of the
Board or its President or an Executive Vice President or a Vice President or its
Treasurer or its Secretary or an Assistant Secretary thereunto duly authorized,
and its corporate seal to be affixed hereunto, and the same to be attested by
its Secretary or an Assistant Secretary; and JPMorgan Chase Bank, as Trustee
under the Indenture, has caused this Seventh Supplemental Indenture to be duly
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signed and acknowledged by one of its Vice Presidents or Assistant Vice
Presidents thereunto duly authorized, and its corporate seal to be affixed
hereunto, and the same to be attested by one of its Assistant Secretaries or
Trust Officers.
FORD MOTOR CREDIT COMPANY
By /s/ Xxxxx X. Xxxxxx
X. X. Xxxxxx
Secretary
Attest: /s/ Xxxxx Xxxxxx
Assistant Secretary
[CORPORATE SEAL]
JPMORGAN CHASE BANK
By /s/ Xxxxxxx X. Xxxxx
Vice President
Attest: /s/ Xxxx Xxxxx
Trust Officer
[CORPORATE SEAL]
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